Price Allocation. (1) No later than ninety (90) days after the date hereof, Purchaser shall provide Seller with a schedule allocating the Purchase Price (plus the Assumed Liabilities and any other Liabilities deemed assumed by Purchaser for United States federal income Tax purposes) among the Purchased Assets in accordance with Section 1060 of the Code, the Treasury Regulations promulgated thereunder, and any other applicable Tax laws that the Parties must satisfy with respect to an allocation of the Purchase Price (the “Purchase Price Allocation”). If Seller provides no comments with respect to the Purchase Price Allocation by written notice to Purchaser within thirty (30) days after receipt by Seller of the Purchase Price Allocation, then the Purchase Price Allocation shall be deemed final, binding and conclusive for all purposes of this Agreement and with respect to any Tax filings made in connection with the actions and transactions contemplated by this Agreement. If Seller provides any comments with respect to the Purchase Price Allocation by written notice to Purchaser within thirty (30) days after receipt by Seller of the Purchase Price Allocation, and sets forth in such written notice the disputed item or items and the basis for its objection in reasonable detail, then Seller and Purchaser shall negotiate in good faith to resolve any such dispute for a period of fifteen (15) days thereafter. If, within fifteen (15) days of Purchaser’s receipt of a valid written notice of objection to the Purchase Price Allocation, Purchaser and Seller have not reached an agreement regarding the disputed item or items specified in such written notice, Purchaser and Seller shall submit (at the expiration of such fifteen (15) day period) all disputed items for resolution to an independent accountant. The independent accountant shall deliver to Purchaser and Seller a written determination of any disputed item within twenty (20) days of submission of the dispute to the independent accountant, which determination shall be final, binding and conclusive on the parties hereto. The fees and expenses of the independent accountant will be shared equally by Seller and Purchaser.
(2) Seller and Purchaser shall report all Taxes and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Purchase Price Allocation (as appropriately adjusted), and shall take no position inconsistent therewith (including in any audits or examinations by any Tax Authority), unless...
Price Allocation. The Company and the Purchasers each hereby acknowledge and agree that for United States Federal, State and local income tax purposes, the "issue price" of the Senior Notes, Series A Preferred Stock and Warrants included in the Units will be determined by Deloitte & Touche LLP prior to the Closing and the Company and the Purchasers each agree to use the issue prices as so determined for all income tax purposes with respect to this transaction.
Price Allocation. Promptly following the determination of the Final Cash Purchase Price pursuant to Section 2.4, Purchaser shall cause to be prepared and delivered to Seller a schedule setting forth the allocation of the Final Cash Purchase Price and the Assumed Liabilities that are taken into account for federal income Tax purposes among the Acquired Assets. Such allocation shall be subject to the review and approval of Seller, which approval shall not be unreasonably withheld or delayed. The allocation of the Final Cash Purchase Price and the Assumed Liabilities shall be made in accordance with (i) the reasonable fair market value of such items and (ii) the provisions of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and the rules and regulations promulgated thereunder, and shall be binding, to the extent not in conflict with applicable Law, upon Parent, Purchaser and Seller for all purposes (including financial and regulatory reporting purposes and Tax purposes). Parent, Purchaser and Seller further agree to file, as applicable, their respective U.S. federal income Tax returns and Form 8594 and, to the extent not in conflict with applicable Law, their other Tax returns reflecting such allocation and any other reports required by Section 1060 of the Code, in accordance with said allocation. Each party agrees to prepare and timely file all applicable IRS forms, to cooperate with the other parties in the preparation of such forms and to furnish the other parties with a copy of such forms prepared in draft, within a reasonable period before the due date thereof. In addition, each party agrees to notify the other parties in the event any taxing authority takes or purports to take a position inconsistent with the agreed-upon allocations.
Price Allocation. The Final Purchase Price shall be allocated in accordance with a schedule to be mutually agreed upon by the parties following the Closing. After the Closing, Purchaser and Seller shall make consistent use of the agreed upon allocation for all purposes (including financial and regulatory reporting purposes and Tax purposes). Purchaser and Seller further agree to file, as applicable, their respective U.S. federal income Tax returns and Form 8594 and, to the extent not in conflict with applicable Law, their other Tax returns reflecting such allocation and any other reports required by Section 1060 of the Code, in accordance with said allocation. Each party agrees to prepare and timely file all applicable IRS forms, to cooperate with the other party in the preparation of such forms and to furnish the other party with a copy of such forms prepared in draft, within a reasonable period before the due date thereof. In addition, each party agrees to notify the other party in the event any taxing authority takes or purports to take a position inconsistent with the agreed-upon allocations.
Price Allocation. Attached hereto as Schedule 2.1.1 is an allocation of the Purchase Price among the Assets. The Purchase Price allocation set forth in Schedule 2.1.1 is made with the knowledge and understanding that it will be used by the parties for all purposes including tax, reimbursement, and other purposes. Each party agrees that it will report the transaction in accordance with such allocation and that it will not take a position inconsistent with such allocation except with the written consent of the other party to this Agreement. Each party shall make available to the other party all filings and reports required under Section 1060 of the Code.
Price Allocation. NHP acknowledges that in and/or pursuant to the Purchase Agreement, Seller and Emeritus may have allocated the purchase price thereunder among the Facilities and other Assets. Emeritus acknowledges and agrees that NHP shall not be bound by any such allocations except to the extent the same are being used to calculate closing costs, such as transfer taxes and title insurance policy amounts and premiums, it being understood and agreed that for purposes thereof NHP shall be bound by such allocations and shall not have the right either prior to or after Closing to request any changes thereto.
Price Allocation. Seller and Buyer agree to allocate the Purchase ---------------- Price for the Assets in accordance with the residual method described in the Treasury Regulations promulgated under Section 338(b)(5) of the Code, as amended (the "Price Allocation"). Seller and Buyer further agree to comply with all filing, notice and reporting requirements described in Section 1060 of the Code and the proposed Treasury Regulations promulgated thereunder. Seller and Buyer mutually agree to use their reasonable best efforts to agree to the Price Allocation to be detailed (i) on Schedule 3.2 to be completed at Closing, and (ii) on the Form 8594 jointly completed and separately filed with their respective income tax returns for the tax year in which the Closing occurs. The failure to agree on the Price Allocation, however, shall not constitute a default or breach of this Agreement by either party hereto. The parties further agree that they will report the federal, state, municipal, foreign and local and other tax consequences of the purchase and sale hereunder in a manner consistent with the Price Allocation, and that they will not take any position inconsistent therewith.
Price Allocation. For purposes of this Agreement, and as required by the Internal Revenue Code of 1986, as amended, the purchase price shall be allocated to the Assets in accordance with the fair market value of the Assets to be purchased. The price allocation shall be in the form of the allocation set forth on Schedule 9 attached hereto as modified using the same principles, within 45 business days after the final adjustment of the Asset Price.
Price Allocation. Notwithstanding the nomination of NHP set forth herein, provided that NHP shall have paid the NHP Purchase Price (or the applicable portion thereof due at each Closing), Emeritus will (a) remain obligated to pay the Emeritus Purchase Price, all of the closing costs and other amounts due from Purchaser under the Purchase Agreement, (b) be entitled to the benefit of all of the prorations provided for in the Purchase Agreement, and (c) be entitled to receive all of the credits at closing other than those that relate to the principal and interest due on the Existing Financing.
Price Allocation. Purchaser and Seller hereby agree to allocate the Purchase Price among the Properties in the manner set forth on Schedule 4.3 under the column labeled "Purchase Price - Amt," or on such other basis as the parties may mutually agree to in writing prior to Closing.
